Big Ten Club By-Laws

ARTICLE I
MEMBERSHIP

The number of members shall be unlimited.
But the membership shall consist of, and be limited to, men and women who have matriculated and attended as regular students, for at least two (2) semesters or three (3) quarters, at any one of the Big Ten Universities that have been, are now, or may in the future be members of the Big Ten, together with former faculty members, all of whom shall be eligible for membership.

Class of Membership.
There shall be only one class of membership. The property, voting and other rights and privileges of membership, and the liability of such members for initiation fees and dues, and the method of collection thereof, shall be as set forth in these bylaws.

Honorary memberships may be granted to prominent academicians, civic leaders, and Club boosters, upon the approval of the Board of Directors.

Life Memberships are automatically granted to each past President who is 60 years of age or older, and to any other individual upon the approval of the Board Or Directors.

Termination of Membership.

A member may resign at any time. However his resignation does not relieve him from any obligation or charges incurred, dues, assessments or fees or any other obligations arising out of any contract.

A membership issued for a period of time shall expire when such period of time has elapsed unless the membership is renewed.

The Club must afford due process to each member it seeks to expel, terminate or suspend. The member must be given notice of the proposed action and a reasonable opportunity to be heard before a special committee or a duly appointed officer. The procedure must be fair and reasonable, and it must be followed in every case except for deaths, resignations, or unrenewed memberships. Revised 6/24/87

ARTICLE II
MEETINGS

The Annual Meeting of the members shall be held in March of each calendar year for the purpose of electing the Board of Directors and Officers, and transacting such other business as may come before the members present.

Meetings of the members also shall be held on the call of the President at least seven (7) times each calendar year and at such additional times as may be fixed by the Executive Committee.

Special Meetings of members for any lawful purpose may be called by the Board, the President or the Executive Committee.

In addition, special meetings of members for any lawful purpose may be called by five (5) percent or more of the members. The Corporation, on receipt of a meeting request from the required number of members, must send proper notice to all members specifying the purpose of the meeting.

It shall be the duty of the Secretary to send proper notice to the members whenever any of the meetings described above have been planned. A written notice of the meeting shall be given not less than 10 nor more than 90 days before the date.

Quorum for action of members shall consist of at least twenty-five (25) members present.

However, if less than one third (1/3) actually attend the meeting or are represented, only matters specified in the notice may be acted upon.

Cumulative voting is not permitted.

Members may not vote by proxy.

ARTICLE III
DIRECTORS

The Board of Directors shall consist of the following:

President
Vice President
Secretary
Treasurer

The three (3) most immediate past presidents willing to serve.
One Director elected from the alumni of each of the Universities of the Conference.

The Directors, as well as the Officers, are elected at the Annual Meeting of the Membership. Their term of office is one (1) year.

Meetings of the Directors shall be held at least three (3) times a year. A written record of proceedings shall be compiled and kept by the Club’s Secretary.

Any past President who is a member may, upon written request to the Secretary, receive notice of Board meetings and attend any meeting of the Directors in a non-voting capacity.

A Quorum of the Board of Directors meeting shall consist of at least eleven (11) members present.

The Powers and Duties of the Board shall be to manage the affairs of the Club, subject to and in accordance with the Articles of Incorporation, the Bylaws, and applicable State and Federal laws, including but not limited to making its own rules as to time, place, notice of meetings, and procedures at meetings of the Board.

ARTICLE IV
OFFICERS

The Officers of the Corporation shall be:

President
Vice President
Secretary
Treasurer

Such other officers may be elected from time to time as may be deemed necessary.

Officers shall hold office for one year, beginning April first of each calendar year, and until their successors have been elected and have qualified.

Authority of Officers.

A member of the Club who has been elected as an Officer has apparent authority to bind the Corporation except as to persons who have actual knowledge of his lack of authority.

Any contract or conveyance made in the name of the Corporation which is authorized or ratified by the Board, or is done within the scope of authority, actual or apparent, conferred by the Board or within the agency power of the Officer executing it, except as the Board’s authority is limited by law or other than by California Corporation Code section 7141, binds the Corporation and the Corporation acquires rights thereunder whether the contract is executed wholly or in part executory. (ref. Calif. Corp. C. as amended by State. 1979 c.724, Sec. 76).

Duties of Officers

The duties of the Officers shall be those duties and powers usually incident to their respective officers and such additional duties as may be assigned to them from time to time by the Board of Directors or the Executive Committee.

Qualifications of Officers

All Officers of the Corporation must be in good standing at the time of their election, and at all times during their tenure.

Members nominated to serve as President of the Club/Corporation shall be limited to those members who have already served at least one term as Treasurer.

ARTICLE V
COMMITTEES

Executive Committee

An Executive Committee is hereby created which shall consist of the following persons, to wit: the two most immediate past presidents willing to serve who are serving on the Board of Directors; the President; the Vice President; the Secretary and the Treasurer.

The Executive Committee shall exercise the supervisory powers of the Board of Directors when the Board is not in session. The powers and authority of the Executive Committee are stated by these Bylaws and California Corporation Code section 7212 (January 1, 1980).

The Committee may fix the date and times of its meetings, and shall keep written records thereof, and provide for notice and procedure.

Members of the Executive Committee must be Directors of the Corporation.

Special Committees

The Board of Directors may appoint committees that include Members who are not Directors.

Likewise, the Executive Committee may make such appointments.

Such committees may only investigate, deliberate, and make recommendations.

ARTICLE VI
CORPORATE SEAL

The Corporate Seal of this corporation shall consist of two concentric circles between which is the name of the Corporation, and in the center of which shall be inscribed the year of its incorporation.

ARTICLE VII
AMENDMENTS

These Bylaws may be repealed or amended, in whole or in part or new Bylaws adopted by the affirmative vote of two-thirds (2/3) of such members of the Board of Directors are present at a Board meeting, provided that the number of such affirmative votes may never be less than ten (10).